-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KqNR728gwq+0mdP+WMbygnboLGo/29oNccXx9YYMefzAZrVch5hfmXOu7AtbeiUy 50KDNejdaQttlPgVQLOTkA== 0000912057-01-000486.txt : 20010122 0000912057-01-000486.hdr.sgml : 20010122 ACCESSION NUMBER: 0000912057-01-000486 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME TRANSGENICS CORP CENTRAL INDEX KEY: 0000904973 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043186494 STATE OF INCORPORATION: MA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46637 FILM NUMBER: 1503035 BUSINESS ADDRESS: STREET 1: 175 CROSSING BLVD CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 508620-970 MAIL ADDRESS: STREET 1: 175 CROSSING BLVD CITY: FRAMINGHAM STATE: MA ZIP: 01701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6172527500 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 SC 13D/A 1 a2034670zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 8)(1) GENZYME TRANSGENICS CORPORATION (Name of Issuer) - -------------------------------------------------------------------------------- COMMON STOCK, $0.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 37246E 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) MICHAEL S. WYZGA GENZYME CORPORATION ONE KENDALL SQUARE CAMBRIDGE, MA 02139 (617) 252-7500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 28, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_| . NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) ------------------ (1)The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the NOTES). (Page 1 of 5 pages) - --------------------------------- ----------------------------------- CUSIP NO. 37246E 10 5 PAGE 2 OF 5 PAGES ---------------- - --------------------------------- ----------------------------------- SCHEDULE 13D - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON GENZYME CORPORATION I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 06-1047163 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP (a) |_| (b) |_| - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - ----------- -------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 8,263,243 shares BY EACH REPORTING PERSON WITH -------- ----------------------------------- 8 SHARED VOTING POWER 0 shares -------- ----------------------------------- 9 SOLE DISPOSITIVE POWER 8,263,243 shares -------- ----------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,263,243 shares - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 27.4% - ----------- -------------------------------------------------------------------- 14 TYPE OR REPORT PERSON* CO - ----------- -------------------------------------------------------------------- *SEE INSTRUCTIONS - --------------------------------- ----------------------------------- CUSIP NO. 37246E 10 5 PAGE 3 OF 5 PAGES ---------------- - --------------------------------- ----------------------------------- This Amendment No. 8 amends the statement on Schedule 13D initially filed by Genzyme Corporation, a Massachusetts corporation ("Genzyme"), with the Securities and Exchange Commission (the "Commission") on July 19, 1993 and the statement on Schedule 13G filed with the Commission on October 6, 1994, each as thereafter amended by Amendment No. 1 on Schedule 13D filed with the Commission on February 21, 1995, Amendment No. 2 on Schedule 13D filed with the Commission on June 21, 1995 and Amendment No. 3 on Schedule 13D filed with the Commission on August 2, 1995, all as amended and restated by Amendment No. 4 on Schedule 13D filed with the Commission on August 9, 1996, and as further amended by Amendment No. 5 on Schedule 13D filed on February 26, 1999, and Amendment No. 6 on Schedule 13D filed on November 24, 1999, all as amended and restated by Amendment No. 7 on Schedule 13D filed on November 14, 2000 (as so amended and restated, the "Schedule 13D"). Except as set forth below, there are no changes to the information set forth in the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. The purpose of this Amendment No. 8 is to report (1) the disposition by Genzyme of 100,000 shares of Common Stock, $0.01 par value, of Genzyme Transgenics Corporation and (2) a warrant held by Genzyme becoming exercisable for 96,000 additional shares of that stock. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended by inserting between the fifteenth and sixteenth paragraphs the following paragraph: On November 9, 2000, Genzyme sold 25,000 shares of Common Stock of the Issuer on the Nasdaq National Market. On November 10, 2000, Genzyme sold 75,000 shares of Common Stock of the Issuer on the Nasdaq National Market. On December 28, 2000, the warrant Genzyme acquired on December 28, 1998 became exercisable for 96,000 additional shares of Common Stock of the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended by replacing subsection (a) with the following paragraph: (a) Genzyme beneficially owns 8,263,243 shares of the Common Stock of the Issuer representing 27.4% of the outstanding shares of Common Stock of the Issuer based on 29,635,915 shares outstanding as of November 27, 2000. The shares beneficially owned by Genzyme include an aggregate of 518,324 shares currently issuable upon exercise of warrants described in Item 4. Item 5 is amended by replacing subsection (b) with the following paragraph: (b) Genzyme has sole voting and investment power over the shares of Common stock of the Issuer that it beneficially owns. - --------------------------------- ----------------------------------- CUSIP NO. 37246E 10 5 PAGE 4 OF 5 PAGES ---------------- - --------------------------------- ----------------------------------- SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 5, 2001 GENZYME CORPORATION By: /s/ Michael S. Wyzga -------------------------------- Michael S. Wyzga Senior Vice President and Chief Financial Officer - --------------------------------- ----------------------------------- CUSIP NO. 37246E 10 5 PAGE 5 OF 5 PAGES ---------------- - --------------------------------- ----------------------------------- EXHIBIT INDEX Exhibit 1: Directors and Executive Officers of Genzyme. Exhibit 2: Warrant to purchase Common Stock, dated July 3, 1995. Filed August 2, 1995 as Exhibit 3 to Amendment No. 3 to this Schedule 13D and incorporated herein by reference. Exhibit 3: Convertible Debt and Development Funding Agreement, dated as of March 29, 1996. Filed as Exhibit 10.31 to the Issuer's annual report on Form 10-K for the year ended December 31, 1995 (File No. 0-21794) and incorporated herein by reference. Exhibit 4: First Amendment to Convertible Debt and Development Funding Agreement, dated as of May 3, 1996. Filed as Exhibit 10.31.2 to the Issuer's registration statement on Form S-1 (File No. 333-05843) filed June 12, 1996 and incorporated herein by reference. Exhibit 5: Warrant to purchase Common Stock, dated December 28, 1998. Filed as Exhibit 5 to Genzyme's Amendment No. 5 to this Schedule 13D (Commission File No. 005-46637) and incorporated herein by reference. Exhibit 6: Stock Purchase Agreement dated November 12, 1999 between the Issuer and Genzyme. Filed as Exhibit 7 to Genzyme's Amendment No. 6 to this Schedule 13D (Commission File No. 005-46637) and incorporated herein by reference. Exhibit 7: Warrant to Purchase Common Stock dated November 12, 1999. Filed as Exhibit 8 to Genzyme's Amendment No. 6 to this Schedule 13D (Commission File No. 005-46637) and incorporated herein by reference. Exhibit 8: Warrant to Purchase Common Stock dated November 22, 1999. Filed as Exhibit 9 to Genzyme's Amendment No. 6 to this Schedule 13D (Commission File No. 005-46637) and incorporated herein by reference. Exhibit 9: Series A Convertible Preferred Stock Purchase Agreement dated as of May 1, 1993 between Genzyme and the Issuer. Filed as Exhibit 10.5 to the Issuer's Registration Statement on Form S-1 (Registration No. 33-62782) and incorporated herein by reference. Exhibit 10: Second Amended and Restated Convertible Debt Agreement dated as of December 28, 1998 between Genzyme and the Issuer. Filed as Exhibit 10.29 to Issuer's Annual Report on Form 10-K for the fiscal year ended January 3, 1999 (Commission File No. 0-21794) and incorporated herein by reference. EX-1 2 a2034670zex-1.txt EXHIBIT 1 Exhibit 1 DIRECTORS OF GENZYME Set forth below is the name, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director of Genzyme. Unless otherwise indicated, each director is a citizen of the United States. Henri A. Termeer Chairman of the Board, President and Chief Executive Officer Genzyme Corporation One Kendall Square Cambridge, Massachusetts 02139 Constantine E. Anagnostopoulos Managing General Partner Gateway Associates (venture capital firm) 8000 Maryland Avenue, Suite 1190 Clayton, MO 63105 Douglas A. Berthiaume Chairman, President and Chief Executive Officer Waters Corporation (high technology manufacturer of products used for analysis and purification) 34 Maple Street Milford, Massachusetts 01757 Henry E. Blair President and Chief Executive Officer Dyax Corp. (bioseparation, pharmaceutical discovery and development company) One Kendall Square, Building 600, 5th Floor Cambridge, Massachusetts 02139 Robert J. Carpenter Director Genzyme Corporation One Kendall Square Cambridge, Massachusetts 02139 Charles L. Cooney Professor of Chemical and Biochemical Engineering Massachusetts Institute of Technology 25 Ames Street Building 66-Room 352 Cambridge, Massachusetts 02139 Victor J. Dzau Professor of the Theory and Practice of Physic Harvard Medical School 25 Shattuck Street Boston, Massachusetts 02115 Exhibit 1 EXECUTIVE OFFICERS OF GENZYME Set forth below is the name and present principal occupation of each of the executive officers of Genzyme. Unless otherwise indicated, each executive officer is a citizen of the United States and has as his principal business address One Kendall Square, Cambridge, Massachusetts 02139. Henri A. Termeer Chairman of the Board, President and Chief Executive Officer Earl M. Collier, Jr. Executive Vice President, President, Genzyme Biosurgery Division Zoltan A. Csimma Senior Vice President, Human Resources Richard A. Moscicki, M.D. Senior Vice President, Clinical, Medical and Regulatory Affairs; Chief Medical Officer Alan E. Smith, Ph.D. Senior Vice President, Research; Chief Scientific Officer Citizenship: United Kingdom G. Jan van Heek Executive Vice President, Therapeutics and Genetics Citizenship: The Netherlands Peter Wirth Executive Vice President; Chief Legal Officer; Clerk Michael S. Wyzga Senior Vice President, Finance; Chief Financial Officer; Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----